John J. Hannan
About John J. Hannan
John J. Hannan, 72, is Vice-Chairman of the Board at MidCap Financial Investment Corporation (MFIC) and has served as a director since March 2004. He co-founded Apollo Management, L.P. in 1990 and is a senior advisor to Apollo; he previously served as MFIC’s Chairman (elected August 2006) and Chief Executive Officer from February 2006 to November 2008 . Hannan is classified as an “interested director” (not independent) due to his affiliation with Apollo Investment Management (AIM) and its affiliates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MidCap Financial Investment Corporation (MFIC) | Director; Vice-Chairman; former Chairman; former CEO | Director since March 2004; Chairman elected Aug 2006; CEO Feb 2006–Nov 2008 | Board leadership and executive management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apollo Management, L.P. | Co-founder; Senior Advisor | Founded 1990; current senior advisor | Strategic sponsor alignment; potential related-party exposure |
| Environmental Solutions Worldwide, Inc. | Director | Past 5 years listed | Automotive sector board experience |
| Vail Resorts, Inc.; Goodman Global, Inc. | Director | Prior years | Historical board service |
Board Governance
- Independence: Not independent; classified as an “interested director” due to AIM affiliation .
- Committees: Audit, Nominating & Corporate Governance, Compensation, and Co-Investment committees are limited to independent directors; Hannan is not a member .
- Board leadership: Executive Chairman is Howard Widra; Lead Independent Director is Elliot Stein Jr., who chairs executive sessions of independent directors .
- Attendance: Company requires diligent attendance; all directors attended the 2024 annual meeting virtually .
- Meeting cadence (FY 2024): Board 5; Audit 4; Nominating & Corporate Governance 4; Compensation 1 .
Fixed Compensation
| Component | Amount (FY 2024) | Notes |
|---|---|---|
| Cash retainer, meeting fees (Hannan) | None | No compensation is paid by the Company to interested directors |
| D&O insurance coverage | Provided | Liability insurance purchased on behalf of directors and officers |
Performance Compensation
| Item | Details |
|---|---|
| Equity awards (options/RSUs) | MFIC does not grant options; no timing policy; executive officers are not directly compensated by MFIC; no performance-based director awards disclosed |
| Performance metrics tied to director pay | Not applicable; no variable compensation for interested directors |
Other Directorships & Interlocks
| Company | Role | Status | Interlock/Conflict Notes |
|---|---|---|---|
| Apollo Management, L.P. | Senior Advisor | Ongoing | MFIC has advisory/admin agreements with AIM/AIA; license to use “Apollo” name; office space/rent and overhead reimbursements; co-investment program with affiliates; Board monitors conflicts |
| Environmental Solutions Worldwide, Inc. | Director | Past 5 years listed | No explicit related-party transactions disclosed with MFIC |
Expertise & Qualifications
- Private equity and credit sponsorship: Co-founder of Apollo; extensive sponsor governance experience .
- Public company board experience: Service on multiple boards (Environmental Solutions Worldwide; historical Vail Resorts and Goodman Global) .
- MFIC-specific leadership: Prior MFIC CEO and Chairman, providing deep familiarity with BDC operations and oversight needs .
Equity Ownership
| Category | Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Direct holdings | 50,000 | * | As of 2025 record date |
| Indirect (family trust) | 62,739 | * | As of 2025 record date |
| Total beneficial ownership | 112,739 | * | Directors and officers as a group own <1%; dollar range for Hannan: “over $100,000” (2025), “over $1,000,000” (2024) |
Governance Assessment
- Independence and conflicts: Hannan’s AIM affiliation makes him an “interested director,” limiting his committee eligibility and creating inherent related-party exposure via advisory/admin agreements, licensing, and shared services; MFIC discloses conflict monitoring, allocation policies, and a co-investment framework overseen by independent directors .
- Board effectiveness: MFIC maintains a majority of independent directors, a Lead Independent Director who chairs executive sessions, and active committee structures composed solely of independent directors—mechanisms that mitigate sponsor-related conflicts while preserving oversight .
- Ownership alignment: Hannan holds 112,739 shares (direct and via family trust), categorized below 1% of outstanding; ownership supports alignment but is not large relative to the float .
- Compensation signals: No direct compensation is paid to interested directors; absence of variable or guaranteed pay reduces misalignment risk from pay structures .
- RED FLAGS:
- Interested director status with extensive sponsor ties (AIM/AGM) requires robust independent oversight and transparent allocation/co-investment processes .
- Shared services and reimbursements (office space, overhead) create recurring related-party transactions that must be carefully monitored by independent committees .
Director Compensation (Context for MFIC)
| Component | Independent Directors (FY 2024) | Notes |
|---|---|---|
| Annual fee | $145,000 | Base annual fee per independent director |
| Meeting fees | $2,500 per board meeting; $1,000 per committee meeting; $1,500 per telephonic meeting | Plus expense reimbursement |
| Lead Independent Director | $35,000 additional | Leadership premium |
| Audit Committee Chair | $25,000 additional | Chair premium |
| Other committee chairs | $2,500 additional | Chair premium |
| Co-Investment Committee | $1,500 per meeting | Independent director committee |
Committee Structure and Oversight
| Committee | Composition | Chair | Key Responsibilities |
|---|---|---|---|
| Audit | Independent directors only | Barbara Matas | Auditor selection, financial statement review, valuation oversight, CFO compensation recommendation; audit financial experts designated |
| Nominating & Corporate Governance | Independent directors only | Elliot Stein Jr. | Board and management evaluation; governance principles; nominations |
| Compensation | Independent directors only | Not specified | CEO/exec compensation if paid directly; MFIC executives are not directly compensated |
| Co-Investment | Independent directors only | Not specified | Reviews/approves co-investments under SEC exemptive order |
Shareholder Voting and Engagement (Recent)
- 2025 Annual Meeting outcomes: Two Class III directors elected; Deloitte ratified as auditor (detailed vote counts reported) .
- MFIC conducts fully virtual annual meetings and publishes voting procedures, enhancing accessibility and transparency .
Section 16 Compliance
- The Company reported timely Section 16 compliance in 2024/2025 except late Form 4 filings for certain executives (Tanner Powell and Ted McNulty); no late filings noted for Hannan in these disclosures .